GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. Preamble
In these conditions the seller shall mean Walki Flexipack (below the “Seller”), the buyer shall mean the company, corporation or person with whom any contract is concluded or to whom any order confirmation is addressed (below the ”Buyer”), and the goods shall mean the goods to be sold by the Seller to the Buyer (below the ”Goods”).
These Conditions of Sale and Delivery shall apply to the sale and delivery of Goods between the Seller and the Buyer, unless otherwise expressly agreed in writing with respect to all or part of the provisions contained herein.
2. Product Information
Information given in brochures and other advertising material is only given as guidance and shall not be binding upon the Seller.
3. Formation of Agreement
No offer, obligation or agreement relating to the sale and delivery of the Goods shall be binding upon the Seller, unless accepted and confirmed in writing by the Seller.
4. Price Adjustment
4.1. Should, after an agreement has been concluded and entered into, the raw material prices for the Goods increase or should the purchase, production, transport or any other costs relating to the Goods increase due to changes in the rates of exchange or other similar circumstances, the Seller shall be entitled to revise the price accordingly.
4.2. Should, after an agreement has been concluded and entered into, export or import duties, custom charges, taxes on export, import or delivery or similar duties or charges increase or should new duties, taxes and/or charges be introduced and implemented in respect of the Goods or the conveyance thereof, the Seller shall be entitled to revise the price accordingly.
5. Payment
5.1. Except where otherwise stated in writing between the parties, payment shall be made by the Buyer on or before the fourteenth (14th) day after the date of the invoice.
5.2. The Seller may at any time, and without further justification, require the Buyer to provide a bank guarantee or other security for payment of the agreed price of performed or future deliveries. The Seller shall be entitled to cancel the agreement in the event the Buyer does not provide such requested bank guarantee or other security.
5.3. If the Buyer is delayed with any payment the Seller shall be entitled to overdue interest calculated from the maturity date until the date of actual payment at the rate stated in the Seller's order confirmation. If the Buyer has not executed the payment within two (2) months from the due date, the Seller shall be entitled to cancel the agreement with immediate effect by a written notice to the Buyer and to be indemnified by the Buyer for any costs and damage incurred.
6. Delivery
6.1. The delivery conditions and the place of delivery are stated in the Seller’s order confirmation.
6.2. The quoted delivery period and delivery date set forth in the Seller’s order confirmation are only approximate.
6.3. Incoterms 2020, issued by the International Chamber of Commerce, shall apply to all deliveries of the Goods. Specific incoterm 2020 to be agreed by the parties.
6.4. The Seller shall not be liable for any losses or damages incurred by the Buyer due to delayed delivery.
7. Title
The Goods shall remain the property of the Seller as legal and equitable owner and no property in or title to the Goods shall pass to the Buyer until full payment for the Goods has been received by the Seller.
8. The Quality of the Goods and Complaints
8.1. The Seller does not assume any responsibility for the Goods being fit for any particular purpose, unless otherwise expressly stated in writing by the Seller.
8.2. The Buyer is entitled to rely on a defect only if he can prove that the Goods were defective when the risk for the Goods passed from the Seller to the Buyer.
8.3. The Buyer shall notify the Seller in writing of any defect forthwith on discovery of the defect or, at the latest, within fourteen (14) days from receipt of the Goods.
9. Liability for Damage caused by the Goods (Product Liability)
9.1. The Seller shall be liable for personal injury and damage to property only if it is shown that such injury or damage was caused by negligence on the part of the Seller or others for whom the Seller is responsible.
9.2. The Seller shall under no circumstances be liable for loss of production, loss of profit, loss of use or any other consequential damages and/or indirect loss, whatever the cause may be.
9.3. To the extent the Seller might incur product liability towards any third party, the Buyer shall indemnify the Seller as far as the Seller’s liability has been limited by Sections 9.1. and 9.2.
10. Limitation of Liability
The amount of damages payable by the Seller to the Buyer shall at all times be limited to the value of the Goods delivered.
11. Relief of Liability (Force Majure)
The Seller shall be relieved of liability for complete or partial nonperformance of its obligations under the contract if this nonperformance is due to circumstances of force majeure which have arisen after the contract was formed as a result of events beyond the Seller's control including, but not limited to, wars, whether declared or not, civil wars, riots, revolutions, acts of piracy, acts of sabotage, natural disasters, explosions, fires, destructions of machines, boycotts, strikes, lock-outs, occupations of factories and premises, work stoppages, requisitions, confiscations, embargoes, expropriations, defaults of suppliers or sub-contractors, currency restrictions, export or import bans, discontinuance of adequate means of transport, general shortages of raw material, defects in the machinery, raw material restrictions, energy supply restrictions.
12. Governing law
This contract shall be governed by Finnish law.